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this Agreement acknowledges that no representations, inducements, promises or agreements,
<br />orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which
<br />are not embodied herein.
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without
<br />die City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br />be construed to limit the City's ability to have any of the services, which are the subject to this
<br />Agreement performed by City personnel or by other consultants retained by City.
<br />14. TERMINATION
<br />This Agreement may be terminated by the City with thirty (30) days written notice of
<br />termination to the Consultant. In such event, Consultant shall be entitled to receive and the City
<br />shall pay Consultant compensation for all services performed by Consultant prior to receipt of such
<br />notice of termination, subject to the following conditions:
<br />a. As a condition of such payment, the Executive Director may require Consultant to
<br />deliver to the City all work product(s) completed as of such date, and in such case,
<br />such work product shall be the property of the City unless prohibited by law, and
<br />Consultant consents to the City's use thereof for such purposes as the City deems
<br />appropriate.
<br />b. Payment need not be made for work, which fails to meet the standard of
<br />performance specified in the Recitals of this Agreement.
<br />15. NON DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. Consultant affirms that it is an equal opportunity employor and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />16, JURISDICTION - VENUE
<br />This Agreement has been executed and delivered in the State of California and the validity,
<br />interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
<br />determined and governed by the laws of the State of California. The Parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
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